Fulcrum Therapeutics (FULC) M&A announcement summary

Deal rationale and strategic fit

• Merger creates a leading migraine-focused biotech company, leveraging Slate's pipeline of next-generation therapeutics and expertise to address significant unmet needs in migraine treatment.

• Strategic review identified this transaction as the optimal path for stockholder value and therapeutic advancement.

Financial terms and conditions

• All-stock transaction with pre-merger Fulcrum stockholders owning 5%, Slate stockholders (including new investors) owning 95%, subject to adjustment.

• $245 million oversubscribed private placement led by top healthcare investors, funding operations into 2029.

• Fulcrum to contribute $20.3 million net cash and pay a $270 million special cash dividend to its pre-merger stockholders before closing.

Integration plans and timeline

• Slate's CEO and senior management will lead the combined company, which will be renamed and trade as Slate Medicines on Nasdaq.

• Slate's board of directors will serve as the board of the combined company.

• Merger expected to close in Q4 2026, subject to stockholder approval and customary conditions.